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Wison Engineering Services Co. Ltd. Proxy Solicitation & Information Statement 2026
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Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Wilson Engineering Services Co. Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
WISON ENGINEERING SERVICES CO. LTD.
惠生工程技術服務有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2236)
(1) GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the Annual General Meeting of the Company to be held at 633 Zhongke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC on Friday, 5 June 2026 at 10:00 a.m. is set out on pages 15 to 18 of this circular. A proxy form for use at the Annual General Meeting is enclosed with the notice of the Annual General Meeting.
Such proxy form is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.wison-engineering.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the proxy form in accordance with the instructions printed thereon and return the completed proxy form to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the Annual General Meeting (i.e. not later than 10:00 a.m. on Wednesday, 3 June 2026) or any adjournment or postponement thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment or postponement thereof should you so wish and in such event, the proxy form shall be deemed to be revoked.
24 April 2026
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD
INTRODUCTION ... 3
REPURCHASE MANDATE AND SHARE ISSUE MANDATE ... 4
RE-ELECTION OF DIRECTORS ... 5
RE-APPOINTMENT OF AUDITOR ... 6
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT ... 6
CLOSURE OF REGISTER OF MEMBERS ... 6
VOTING BY WAY OF POLL ... 7
RECOMMENDATION ... 7
RESPONSIBILITY STATEMENT ... 7
FURTHER INFORMATION ... 7
APPENDIX I — EXPLANATORY STATEMENT ... 8
APPENDIX II — DETAILS OF RETIRING DIRECTORS PROPOSED
TO BE RE-ELECTED ... 12
NOTICE OF ANNUAL GENERAL MEETING ... 15
- i -
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company to be held at 633 Zhongke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC on Friday, 5 June 2026 at 10:00 a.m. or any adjournment or postponement thereof
"AGM Notice"
the notice for convening the AGM as set out on pages 15 to 18 of this circular
"Articles" or "Articles of Association"
the existing articles of association of the Company
"Board"
the board of Directors
"Company"
Wison Engineering Services Co. Ltd. (惠生工程技術服務有限公司), a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
"Directors"
the directors of the Company
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"
17 April 2026, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
"Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
"Nomination Committee"
the nomination committee of the Company
"Ordinary Resolution(s)"
the proposed ordinary resolution(s) as referred to in the AGM Notice
"PRC"
the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, Macau Special Administrative Region and Taiwan
"Remuneration Committee"
the remuneration committee of the Company
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DEFINITIONS
"Repurchase Mandate"
the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to repurchase Shares on the Stock Exchange of up to a maximum of 10% of the total number of issued Shares as at the date of the passing of the relevant resolution granting such mandate
"Retiring Directors"
Mr. Zhou Hongliang, Prof. Shi Donghui and Prof. Dong Jing who shall retire and being eligible, offer themselves for re-election at the AGM
"SFC"
the Securities and Futures Commission of Hong Kong
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
share(s) with a nominal value of HK$0.10 each in the share capital of the Company
"Share Issue Mandate"
the proposed general and unconditional mandate to be granted to the Directors to exercise the power of the Company to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of the passing of the relevant resolution granting such mandate
"Shareholder(s)"
holder(s) of Shares
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Takeovers Code"
the Codes on Takeovers and Mergers and Share Buy-backs issued by the SFC, as amended from time to time
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"RMB"
Renminbi, the lawful currency of the PRC
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LETTER FROM THE BOARD
WISON ENGINEERING SERVICES CO. LTD.
惠生工程技術服務有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2236)
Executive Directors:
Mr. Zhou Hongliang
(Chairman and Chief Executive Officer)
Mr. Zheng Shifeng
Mr. Li Dun (Chief Financial Officer)
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman, KY1-1111
Cayman Islands
Non-executive Director:
Mr. Liu Hongjun
Principal Place of Business in Hong Kong:
Room 2507, 25th Floor
Central Plaza
18 Harbour Road, Wan Chai
Hong Kong
Independent Non-executive Directors:
Mr. Lawrence Lee
Mr. Feng Guohua
Ms. Guo Ruqian
Prof. Shi Donghui
Prof. Dong Jing
24 April 2026
To the Shareholders
Dear Sir or Madam,
(1) GENERAL MANDATES TO REPURCHASE AND TO ISSUE SHARES
(2) RE-ELECTION OF DIRECTORS
(3) RE-APPOINTMENT OF AUDITOR
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
INTRODUCTION
At the forthcoming AGM, the Ordinary Resolutions will be proposed to seek Shareholders' approval for, among other things, (i) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors, (ii) the re-election of the Retiring Directors and (iii) the re-appointment of auditor.
LETTER FROM THE BOARD
The purpose of this circular is to provide you with information regarding the proposed grant of the Repurchase Mandate and the Share Issue Mandate, the proposed re-election of the Retiring Directors, the proposed re-appointment of auditor, and the AGM Notice.
REPURCHASE MANDATE AND SHARE ISSUE MANDATE
At the AGM, the Directors propose to seek the approval of the Shareholders for the granting to the Directors of the Repurchase Mandate and the Share Issue Mandate.
Repurchase Mandate
At the AGM, an Ordinary Resolution will be proposed that the Directors be given an unconditional general mandate to repurchase Shares on the Stock Exchange or any other stock exchange on which the Shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, of up to 10% of the total number of issued Shares as at the date of approval of the Repurchase Mandate. Details of the Repurchase Mandate are set out in Ordinary Resolution no. 4 of the AGM Notice.
As at the Latest Practicable Date, the Company had an aggregate of 4,078,325,800 Shares in issue. Subject to the passing of the Ordinary Resolution for the approval of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 407,832,580 Shares.
An explanatory statement as required under Rule 10.06(1)(b) of the Listing Rules to provide the requisite information in connection with the Repurchase Mandate, is set out in Appendix I to this circular.
Share Issue Mandate
At the AGM, an Ordinary Resolution will also be proposed that the Directors be given an unconditional general mandate to allot, issue and deal with additional Shares not exceeding 20% of the total number of issued Shares as at the date of approval of the Share Issue Mandate. As at the Latest Practicable Date, the total number of issued Shares was 4,078,325,800. Assuming that there is no change in the total number of issued Shares between the period from the Latest Practicable Date and the date of AGM, the maximum number of Shares which may be allotted, issued and dealt with pursuant to the Share Issue Mandate will be 815,665,160 Shares, representing 20% of the total number of issued Shares.
An Ordinary Resolution will also be proposed to authorize the extension of the Share Issue Mandate by an addition thereto of an amount representing the total number of issued Shares repurchased by the Company under the Repurchase Mandate (if granted).
Details of the Share Issue Mandate and the extension of the Share Issue Mandate are set out in Ordinary Resolutions nos. 5 and 6 of the AGM Notice, respectively.
LETTER FROM THE BOARD
The Repurchase Mandate and the Share Issue Mandate shall continue to be in force during the period from the date of passing of the Ordinary Resolutions for the approval of the Repurchase Mandate and the Share Issue Mandate up to (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; or (iii) the revocation or variation of the Repurchase Mandate or the Share Issue Mandate (as the case may be) by ordinary resolution of the Shareholders in general meeting, whichever occurs first.
RE-ELECTION OF DIRECTORS
In accordance with code provision B.2.2 in Part 2 of Appendix C1 to the Listing Rules and Article 104 of the Articles, Mr. Zhou Hongliang, Mr. Lawrence Lee and Mr. Feng Guohua will retire from office of Directors by rotation at the AGM. Mr. Zhou Hongliang will offer himself for re-election. Each of Mr. Lawrence Lee and Mr. Feng Guohua has served as an independent non-executive Director for more than nine years, and has informed the Company that he would not seek re-election at the AGM. Consequently, they will cease to be an independent non-executive Director at the conclusion of the AGM. In accordance with Article 108 of the Articles of Association, Prof. Shi Donghui and Prof. Dong Jing shall retire at the AGM and they being eligible, offer themselves for re-election.
The Nomination Committee has reviewed the structure, size and composition of the Board and has considered the Board diversity from a number of aspects, including but not limited to gender, age, race, language, cultural and educational background, industry and professional experience, and skills and knowledge. The Nomination Committee has taken into account the profiles and the contributions of the above Retiring Directors who have offered themselves for re-election at the AGM. The Company has also received the independence confirmation from each of Prof. Shi Dong Hui and Prof. Dong Jing pursuant to Rule 3.13 of the Listing Rules as regards the factors for assessing independence set out therein and was satisfied with their independence.
In view of the above, the Nomination Committee and the Board believe that the above independent non-executive Directors are independent and the education, background and experience of each of the above Retiring Directors will allow each of them to provide valuable insights and contribute to the diversity of the Board and therefore should be re-elected.
Biographical details of the Retiring Directors who are proposed to be re-elected at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.
Further information about the Board's composition and diversity as well as the attendance record at the meetings of the Board and/or its committees and the general meetings of the Directors (including the Retiring Directors) is disclosed in the biographies of Directors and corporate governance report in the 2025 annual report of the Company.
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LETTER FROM THE BOARD
RE-APPOINTMENT OF AUDITOR
Ernst & Young, which audited the consolidated financial statements of the Company for the year ended 31 December 2025, will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment.
The Board, upon the recommendation of the Audit Committee of the Company, proposed to re-appoint Ernst & Young as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company and authorize the Board to fix its remuneration for the year ending 31 December 2026.
ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT
A notice convening the AGM to be held at 633 Zhongke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC on Friday, 5 June 2026 at 10:00 a.m. is set out on pages 15 to 18 of this circular. At the AGM, the Ordinary Resolutions will be proposed to approve, among other things, the proposed grant of the Repurchase Mandate and the Share Issue Mandate, the proposed re-election of the Retiring Directors and the proposed re-appointment of auditor.
A form of proxy for use at the AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.wison-engineering.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, at the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on Wednesday, 3 June 2026) or any adjournment or postponement thereof.
CLOSURE OF REGISTER OF MEMBERS
To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to be entitled to attend and vote at the AGM, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on Monday, 1 June 2026.
LETTER FROM THE BOARD
VOTING BY WAY OF POLL
Pursuant to Rule 13.39(4) of the Listing Rules, all votes at the AGM will be taken by poll and the Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.
RECOMMENDATION
The Directors consider that (i) the granting of the Repurchase Mandate and the Share Issue Mandate to the Directors; (ii) the re-election of the Retiring Directors; and (iii) the re-appointment of the auditor are in the best interests of the Company, the Group and the Shareholders as a whole, and would recommend the Shareholders to vote in favor of the relevant resolutions to be proposed at the AGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material aspects and not misleading or deceptive, and there are no other material matters the omission of which would make any statement herein or this circular misleading.
FURTHER INFORMATION
Your attention is also drawn to the additional information set out in the appendices to this circular.
Yours faithfully
For and on behalf of the Board
Wison Engineering Services Co. Ltd.
Zhou Hongliang
Executive Director, Chairman and Chief Executive Officer
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APPENDIX I
EXPLANATORY STATEMENT
LISTING RULES
The Listing Rules permit listed companies to repurchase their own shares on the Stock Exchange or any other stock exchange on which their shares may be listed and which is recognized by the SFC and the Stock Exchange for such purpose, subject to certain restrictions. This appendix serves as an explanatory statement, as required by the Share Buyback Rules to be sent to Shareholders in connection with the proposed grant of the Repurchase Mandate, to provide the requisite information to Shareholders for their consideration of the Repurchase Mandate.
EXERCISE OF THE REPURCHASE MANDATE
Whilst the Directors do not presently intend to repurchase any Shares immediately, they believe that the flexibility afforded by the Repurchase Mandate granted to them if the Ordinary Resolution set out as Ordinary Resolution no. 4 of the AGM Notice is passed would be beneficial to the Company and its Shareholders as a whole. It is proposed that up to 10 per cent. of the issued and outstanding Shares on the date of the passing of the resolution to approve the Repurchase Mandate may be repurchased. As at the Latest Practicable Date, 4,078,325,800 Shares were issued and outstanding. On the basis of such figures, the Directors would be authorized to repurchase up to 407,832,580 Shares during the period up to the date of the next annual general meeting in 2027, or the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held, or the revocation or variation of the Repurchase Mandate by an ordinary resolution of the Shareholders at a general meeting of the Company, whichever of these three events occurs first.
REASONS FOR REPURCHASES
Repurchases of Shares will only be made when the Directors believe that such a repurchase will benefit the Company and its Shareholders. Such repurchases may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net value of the Company and its assets and/or its earnings per Share.
FUNDING OF REPURCHASES
Repurchases pursuant to the Repurchase Mandate would be financed entirely from the Company's available cash flow or working capital facilities. Any repurchases will be made out of funds of the Company legally permitted to be utilized in this connection in accordance with its memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.
APPENDIX I
EXPLANATORY STATEMENT
There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in its most recent published audited accounts for the year ended 31 December 2025) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.
DISCLOSURE OF INTERESTS
None of the Directors, and to the best of their knowledge, having made all reasonable enquiries, none of their close associates (as defined in the Listing Rules), have any present intention, if the Repurchase Mandate is exercised, to sell any Shares to the Company or its subsidiaries.
No core connected persons (as defined in the Listing Rules) have notified the Company that they have a present intention to sell Shares to the Company, nor have they undertaken not to do so, if the Repurchase Mandate is exercised.
DIRECTORS' CONFIRMATIONS
The Directors confirm that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Company's memorandum of association, the Articles, the Listing Rules and the applicable laws of the Cayman Islands.
The Directors also confirm that neither this explanatory statement nor the proposed share repurchase has any unusual features.
TAKEOVERS CODE CONSEQUENCES
If as a result of a repurchase of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of its or their shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Directors are aware of the consequences arising under the Takeovers Code of any repurchase.
As at the Latest Practicable Date, Mr. Hua Bangsong, a controlling Shareholder, was recorded in the register required to be kept by the Company under sections 336 and 352 of the SFO as having an interest in 3,088,782,146 Shares, representing approximately $75.74\%$ of the issued and outstanding share capital of the Company as at that date. In the event that the Repurchase Mandate is exercised in full and assuming that there is no change in the number of Shares held directly or indirectly by Mr. Hua Bangsong, the interest of Mr. Hua Bangsong
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APPENDIX I
EXPLANATORY STATEMENT
in the Company will be increased to approximately 84.16% of the issued share capital of the Company immediately after the exercise in full of the Repurchase Mandate. To the best of the knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. In addition, in exercising the Repurchase Mandate (whether in full or otherwise), the Directors will ensure that the Company shall comply with the requirements of the Listing Rules, including the minimum percentage of Shares being held in public hands.
SHARE REPURCHASE MADE BY THE COMPANY
The Company did not repurchase any Shares on the Stock Exchange in the six months preceding the Latest Practicable Date.
MARKET PRICES
The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve months immediately before the Latest Practicable Date were:
| Traded Market Price | ||
|---|---|---|
| Highest | ||
| HK$ | Lowest | |
| HK$ | ||
| 2025 | ||
| April | 0.295 | 0.222 |
| May | 0.295 | 0.265 |
| June | 0.405 | 0.270 |
| July | 0.450 | 0.360 |
| August | 0.475 | 0.305 |
| September | 0.570 | 0.435 |
| October | 0.570 | 0.360 |
| November | 0.410 | 0.355 |
| December | 0.400 | 0.330 |
| 2026 | ||
| January | 0.475 | 0.355 |
| February | 0.395 | 0.300 |
| March | 0.770 | 0.370 |
| April (up to and including the Latest Practicable Date) | 0.660 | 0.465 |
APPENDIX I
EXPLANATORY STATEMENT
EXTENSION OF SHARE ISSUE MANDATE
A resolution as set out in Ordinary Resolution no. 6 of the AGM Notice will also be proposed at the AGM authorizing the Directors to increase the maximum number of new Shares which may be issued under the general mandate for the issuance and allotment of Shares by adding to it the number of Shares repurchased pursuant to the Repurchase Mandate.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
Details of the Retiring Directors proposed to be re-elected at the AGM are set out as follows:
Mr. Zhou Hongliang (周宏亮), aged 56, is an executive Director of our Company and Chief Executive Officer of our Group. He has been an executive Director since 10 September 2013 and was appointed as the Chief Executive Officer on 31 December 2022. He is primarily responsible for the overall management, decision-making and strategy planning of our Group. He graduated from LiaoningShihua University (遼寧石油化工大學), formerly known as the Fushun Petroleum Institute (撫順石油學院) in 1991. He received his master's degree in business administration from China Europe International Business School (中歐國際工商學院) in 2014. He obtained the qualification of constructor from the Ministry of Construction of the People's Republic of China (中華人民共和國建設部) in 2006. He was responsible for project management in Sinopec Ningbo Engineering Co., Ltd. from 1991 to 2002. From 2002 to 2004, Mr. Zhou worked as a deputy manager in the Ethylene Project Team in Shanghai SECCO Petrochemical Company Limited (上海賽科石油化工有限責任公司). Mr. Zhou joined our Group in January 2005 as a manager of the construction management department of Wison Engineering and was appointed as the deputy general manager of Wison Engineering in January 2008. He has over 30 years of experience in the petrochemicals industry.
Mr. Zhou has entered into a service contract with the Company for a term of three years commencing from 10 September 2025, which shall continue thereafter unless terminated by not less than six months' written notice.
Mr. Zhou is entitled to monthly remuneration of RMB215,000 including a director's fee of HK$30,000 per month (which is subject to annual review by the Board and the Remuneration Committee) and he is also entitled to a discretionary bonus as may be determined by the Board and the Remuneration Committee based on the performance of his duties and the Company's earnings. The remuneration of Mr. Zhou has been determined with reference to his duties, responsibilities and experience, and the prevailing market conditions.
As at the Latest Practicable Date, Mr. Zhou is interested in 10,410,000 Shares within the meaning of Part XV of the SFO which includes 3,500,000 share options of the Company and 1,500,000 award shares of the Company, which were granted subject to certain vesting conditions pursuant to the share option scheme and the share award scheme of the Company adopted on 20 December 2022 and 15 November 2024, respectively. Save as aforesaid, Mr. Zhou does not have any interest in the Shares within the meaning of Part XV of the SFO.
Prof. Shi Donghui (施東輝), aged 54, has been an independent non-executive Director of our Company since 21 August 2025. He is a professor at the School of International Finance since 2000 and is currently the vice dean of the China Institute of Finance Law and Governance at Fudan University. His main research areas are behavioral finance, corporate governance and financial market development policy. He received his Doctor of Philosophy (Ph.D.) degree in management from Antai College of Economics and Management, Shanghai Jiao Tong University in 2004.
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
From 1997 to 2020, Prof. Shi worked at the Shanghai Stock Exchange, where he successively served as the director of the fund market department and director of the capital market research institute. Prof. Shi participated in the institutional design and implementation of many major market reform initiatives and innovative products, including ETFs, ETF options, Shanghai-Hong Kong Stock Connect, Shanghai-London Stock Connect, Science and Technology Innovation Board, and the registration system. Prof. Shi has extensive experience in capital market research.
Prof. Shi served as an independent director of CSSC Science and Technology Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 600072.SH) from October 2010 to December 2025. Prior to that, Prof. Shi also served as an independent director of Meinian Onehealth Healthcare Holdings Co. Ltd. (a company listed on the Shenzhen Stock Exchange, stock code: 002044.SZ) from October 2021 to December 2024.
Prof. Shi has entered into a letter of appointment with the Company for an initial term of three years commencing from 21 August 2025 unless terminated by three months' written notice or in certain circumstances in accordance with the terms of the letter of appointment. Prof. Shi is entitled to a director's fee of HK$336,000 per annum, which is determined with reference to his duties, responsibilities and experience, and prevailing market conditions.
As at the Latest Practicable Date, Prof. Shi does not have any interests in the Shares within the meaning of Part XV of the SFO.
Prof. Shi made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board is of the view that Prof. Shi meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Prof. Shi possesses extensive experience in corporate governance and capital market development. He has demonstrated his ability to provide an independent view to the Company's affairs during his tenure in office. The Board considers to enhance its diversity with different expertise when re-election of an independent non-executive Director. The Board is of the view that Prof. Shi will continue to bring further contribution, independent judgement on Group's strategy, performance, resources and standard of conduct.
Prof. Dong Jing (董靜), aged 50, has been an independent non-executive Director of our Company since 21 August 2025. She is a Chinese Certified Public Accountant. She is the dean of the School of International Cultural Exchange, as well as a professor of the School of Business and doctoral supervisor, of Shanghai University of Finance and Economics.
Prof. Dong was appointed as an independent director in various companies whose shares are listed on the Shenzhen Stock Exchange and the Shanghai Stock Exchange during the period from March 2014 to October 2025, namely, Shanghai Amarsoft Information & Technology Co., Ltd. (stock code: 300380.SZ), Hangzhou Robam Appliances Co., Ltd. (stock
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APPENDIX II
DETAILS OF RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED
code: 002508.SZ), Shanghai Tunnel Engineering Co., Ltd. (stock code: 600820.SH), Juneyao Airlines Co., Ltd. (stock code: 603885.SH) and YTO Express Group Co., Ltd. (stock code: 600233. SH). Prof. Dong currently acts as an independent director Hangzhou Nbond Nonwovens Co., Ltd. (a company listed on the Shanghai Stock Exchange, stock code: 603238.SH).
Prof. Dong has entered into a letter of appointment with the Company for an initial term of three years commencing from 21 August 2025 unless terminated by three months' written notice or in certain circumstances in accordance with the terms of the letter of appointment. Prof. Dong is entitled to a director's fee of HK$336,000 per annum, which is determined with reference to her duties, responsibilities and experience, and prevailing market conditions.
As at the Latest Practicable Date, Prof. Dong does not have any interests in the Shares within the meaning of Part XV of the SFO.
Prof. Dong made an annual written confirmation of independence pursuant to the independence guidelines set out in Rule 3.13 of the Listing Rules. The Board is of the view that Prof. Dong meets the guidelines for assessing independence set out in Rule 3.13 of the Listing Rules and is independent. Prof. Dong possesses extensive experience in accounting, finance and business strategy. She has demonstrated her ability to provide an independent view to the Company's affairs during her tenure in office. The Board considers to enhance its diversity with different expertise when re-election of an independent non-executive Director. The Board is of the view that Prof. Dong will continue to bring further contribution, independent judgement on Group's strategy, performance, resources and standard of conduct.
Save as disclosed above, none of the Retiring Directors has any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company nor has any of them held any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the Latest Practicable Date.
Save as disclosed above, none of the Retiring Directors has a service contract with the Company or any its subsidiaries which is not determinable by the employing company within one year without payment of compensation (other than statutory compensation).
Save as disclosed above, there are no other matters concerning the Retiring Directors that need to brought to the attention of the Shareholders nor is there any other information relating to the Retiring Directors that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
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NOTICE OF ANNUAL GENERAL MEETING
WISON ENGINEERING SERVICES CO. LTD.
惠生工程技術服務有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2236)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the “AGM”) of Wison Engineering Services Co. Ltd. (the “Company”) will be held on Friday, 5 June 2026 at 10:00 a.m. at 633 Zhongke Road, Zhangjiang Hi-Tech Park, Pudong New Area, Shanghai, PRC for the purposes of considering and, if thought fit, passing (with or without amendments) the following resolutions:
ORDINARY RESOLUTIONS
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To receive and consider the audited financial statements and the reports of the directors (the “Director(s)”) and the auditors (the “Auditors”) of the Company and its subsidiaries for the year ended 31 December 2025.
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(a) To re-elect Mr. Zhou Hongliang as an executive Director;
(b) To re-elect Prof. Shi Donghui as an independent non-executive Director;
(c) To re-elect Prof. Dong Jing as an independent non-executive Director; and
(d) To authorize the board of directors of the Company (the “Board”) to determine the Directors’ remuneration.
- To re-appoint Messrs. Ernst & Young as the Auditors and to authorize the Board to fix their remuneration.
To consider, and if thought fit, to pass with or without amendments, the following resolutions as ordinary resolutions of the Company:
4. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant Period of all the powers of the Company to purchase shares of HK$0.10 each in the capital of the Company (the “Shares”) be and is hereby generally and unconditionally approved;
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NOTICE OF ANNUAL GENERAL MEETING
(b) the total number of Shares which may be purchased on The Stock Exchange of Hong Kong Limited or any other stock exchange on which securities of the Company may be listed and which is recognized for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited pursuant to the approval in paragraph (a) above shall not exceed or represent more than 10 per cent. of the total number of issued Shares at the date of passing this Resolution, and the said approval shall be limited accordingly;
for the purpose of this Resolution “Relevant Period” means the period from the passing of this Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company (the “Articles”) or any applicable law to be held; or
(iii) the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting.”
- “THAT a general mandate be and is hereby unconditionally given to the Directors to exercise full powers of the Company to allot, issue and deal with additional shares in the Company (including the making and granting of offers, agreements and options which might require shares to be allotted, whether during the continuance of such mandate or thereafter) provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares; (ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities which carry rights to subscribe for or are convertible into shares of the Company; (iii) the exercise of options granted under any share option scheme adopted by the Company; or (iv) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend in accordance with the Articles, the total number of issued Shares shall not exceed the aggregate of:
(a) 20 per cent. of the total number of issued Shares as at the date of the passing of this resolution, plus
(b) (if the Directors are so authorized by a separate ordinary resolution of the shareholders of the Company) the number of Shares repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10 per cent. of the total number of issued Shares as at the date of the passing of ordinary resolution no. 6).
NOTICE OF ANNUAL GENERAL MEETING
Such mandate shall expire at the earliest of:
(i) the conclusion of the next annual general meeting of the Company; or
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable law to be held; or
(iii) the date of any revocation or variation of the mandate given under this resolution by ordinary resolution of the shareholders of the Company at a general meeting.”
- “THAT subject to ordinary resolutions nos. 4 and 5 being duly passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to ordinary resolution no. 5 be and is hereby extended by the addition thereto of an amount representing the total number of issued Shares repurchased by the Company under the authority granted pursuant to ordinary resolution no. 4, provided that such extended amount shall not exceed 10 per cent. of the total number of issued Shares as at the date of the passing of this resolution.”
By Order of the Board
Wison Engineering Services Co. Ltd.
Zhou Hongliang
Executive Director, Chairman and Chief Executive Officer
Hong Kong, 24 April 2026
Notes:
(1) All resolutions (except for resolutions which relate purely to procedural and administrative matters) at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.
(2) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the AGM. A proxy needs not be a shareholder of the Company. Every member present in person or by proxy shall on a poll be entitled to one vote for each share held by him.
(3) In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be lodged by post or by hand with the Company's branch share registrar, Computershare Hong Kong Investor Services Limited ("Computershare"), at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for the AGM (i.e. not later than 10:00 a.m. on Wednesday, 3 June 2026) or any adjournment or postponement thereof.
(4) Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the AGM and in such event, the instrument appointing a proxy shall be deemed to be revoked.
NOTICE OF ANNUAL GENERAL MEETING
(5) Where there are joint holders of any Shares, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he were solely entitled thereto, but if more than one of such joint holders be present at the AGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
(6) The register of members of the Company will be closed from Tuesday, 2 June 2026 to Friday, 5 June 2026 (both days inclusive), during which period no transfer of shares of the Company will be effected. In order to determine the identity of members who are entitled to attend and vote at the AGM to be held on Friday, 5 June 2026 at 10:00 a.m., all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Computershare, at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not later than 4:30 p.m. on Monday, 1 June 2026.
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